By using the Services, you expressly acknowledge that you have read, accept, and agree to be bound by these Terms of Service, as well as any applicable laws hereunder. You should not use our Services, if you do not agree to these Terms of Service.
ELIGIBILITY TO USE OUR SERVICES. Only adults, who are at least eighteen (18) years of age, located in the United States of America, are eligible to use our Services. You may use the Services to facilitate obtaining or obtain healthcare services for a minor if you are the minor’s parent or legal guardian. In addition, you must be fully competent to enter into and to comply with these Terms of Service. You represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and can abide by all of the terms and conditions set forth herein.
COMPANY DOES NOT PROVIDE MEDICAL ADVICE. The Services enable consumers and healthcare providers to share information and communicate. The Services do not constitute medical advice. Any healthcare information you obtain through the Services is provided solely by other Users and Company serves merely as a conduit for such information. We make no representation regarding the accuracy of the information you access via the Services. If you experience a medical emergency, do not use the Services to contact a medical professional and call 911. Company expressly disclaims all liability with respect to any healthcare information you obtain through the Services and any actions taken or not taken based on your use of our Services. Any reliance on such Services is at your own risk. No licensed medical professional/patient relationship is created between you and Company when you use our Services. If you are seeking care, you are solely responsible for determining the suitability of the healthcare provider for your needs.
ACCOUNTS & PASSWORDS. Each User of our Services should create their own account with their own unique username and password. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account. It is your sole responsibility to (a) control the dissemination and use of activation codes and passwords; (b) authorize, monitor, and control access to and use of your account and password; (c) promptly inform us if you believe that your password has been stolen or if you require your password to be deactivated for any other reason. You grant us and all other persons or entities involved in the operation of our Services, the right to transmit, monitor, retrieve, store, and use your information. We cannot and do not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using our Services.
- Free or Paid Subscriptions. We offer Professional Users certain free and paid levels of access or use of our Services, referred to as “Free Subscriptions” and “Paid Subscriptions” respectively. Paid Subscriptions provide features not available with a Free Subscription. Free Subscriptions and Paid Subscriptions are both subject to this Terms of Service. In addition, Paid Subscriptions may also be subject to additional terms and conditions which will be provided to you in an additional subscription agreement. For the purposes of these Terms of Service, Professional Users having Free Subscriptions or Paid Subscriptions to our Service shall be referred to as “Subscriber(s).” We reserve the right to modify or terminate membership plans, including changing features or prices, or institute new charges for any subscription service at any time.
RELATIONSHIPS BETWEEN PROFESSIONAL USERS AND END USERS. Professional Users’ relationship with End Users, including patients and non-patients, is directly between the Professional User and the End Users. We may provide Services that enable Professional Users to deliver telemedicine services to End Users. End Users may have the ability to transmit images to Professional Users through the Services in association with the telemedicine encounters. In addition, Professional Users may use functionality of the Services to capture images or video during the telemedicine encounter. End User expressly consents to the use of image capture and recording as part of the telemedicine encounter. Professional User is solely responsible for extracting the image or video from the Services and incorporating any image or video into the Professional Users medical record.
PROFESSIONAL USERS COMPLIANCE WITH APPLICABLE LAWS, REGULATION AND LICENSURE REQUIREMENTS. To the extent Company provides information, template documents or forms to assist Professional Users in providing healthcare services to End Users, Company does so solely as a convenience to Professional Users. Company is not providing legal or business advice to Professional Users. Professional Users should seek qualified legal counsel to confirm applicability or and/or customize any template documents before utilizing such document in the provision of healthcare services. Professional Users assume sole liability and responsibility for complying with all relevant state and federal laws, reimbursement rules and third party payor agreements, as applicable, related to the following that may be implicated by Professional Users’ relationship with End Users and use of Company’s Services:
- medical record documentation, access, and disclosures;
- patient privacy and security;
- informed consent;
- use of technology for healthcare service delivery;
- audio or video calls, recordings, and transcriptions;
- compliance with state medical licensure and scope of practice rules;
- the identity, location and credentials of Professional Users;
- the identity and location of End User;
- the use of technology, in lieu of a traditional in-person office visit, for any treatment, diagnosis, order, or prescription facilitated through Company’s Services;
- healthcare provider advertising, kickback, self-referral and corporate practice of medicine restrictions;
- controlled substance prescribing; and
- the electronic transmission of prescriptions.
For avoidance of doubt, Company is not a repository of any medical records, and the Professional User assumes all responsibility for maintaining any medical records that may be associated with Company’s Services.
LIMITATIONS AND CANCELLATIONS. We may at any time create limitations of your use of our Services including, but not limited to, the number of times you can access the Services. We may also cancel your account at any time in our sole discretion and remove and discard any content that you posted. The following may also result in termination or restrictions on your account in our sole discretion:
- you have abused your rights to use the Services;
- you have breached any of the terms specified in this document or elsewhere on the Services, including but not limited to acted in a manner that violates our prohibited conduct policy listed in Section 10 below;
- you submitted false information;
- you have performed any act or omission that violates any applicable law, rules, or regulations;
- you have performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other users and partners of Company;
- you made use of our Services to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such an act;
- you conveyed your password to another person; or,
- you are in debt to us or to another person with respect to any transactions made on or through the use of the Services.
You may also elect to terminate your own account, which you can do at any time by e-mailing [email protected] with “Account Removal” in the subject of your e-mail. If you send us a termination request, you should include your account e-mail address in the body of your message, along with your request to have the account removed. We may require you to verify your termination notice by sending us an additional termination request message, either by e-mail or through any other means, as a prerequisite for termination of your account. We will respond to your e-mail with a confirmation once your account has been terminated. Once your account has been terminated, you will no longer be able to access your account. You agree that we shall not be liable to you for any cancellation, limitation, or termination of your access to our Services. If you have a paid subscription, you will be bound to the terms of termination in your subscription agreement.
PROHIBITED CONDUCT. Our Services should be used only for lawful purposes. We specifically prohibit you from engaging in any of the following conduct:
- Posting text, files, images, audio, other copyrightable materials, or content (collectively “Content”) which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- Posting Content that contains photos or videos of someone else unless you have his or her explicit permission;
- Posting Content which violates any state, federal or other law;
- Posting Content which threatens, harasses or is libelous;
- Posting Content which is harmful to minors;
- Posting Content that contains self-benefiting advertising or marketing (except as permitted as part of a Services listing or other Services);
- Posting Content that produces software viruses or code harmful to other computers;
- Posting Content that disrupts the normal dialogue of users at the site with harmful or excessive disruptive Content;
- Posting Content that includes misleading, false, or defamatory information;
- Posting Content which uses forged headers or other items to manipulate identifiers in order to disguise the origin of Content;
- Posting or submitting to the Services any information in which you impersonate or claim to be any third party, or in which you misrepresent your affiliation with another person or entity;
- Disclosing or sharing your password with any third party or allowing a third party to access a password-protected portion of the Services;
- Posting Content or initiating communications which are unlawful, abusive, obscene, discriminatory, or otherwise objectionable;
- Sharing information or initiating communications with information you are under an obligation not to disclose;
- Taking any action that disrupts, tampers with, interferes with, or imposes an unreasonable burden on the Services’ infrastructure, servers, data, or network or those of any third party via our Services;
- Using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than generally available third party browsers (including but not limited to Chrome. Internet Explorer, Firefox and Safari);
- Using any means of automatically searching or mining data from the Services, or in any way attempting to interfere with the proper working of the Services;
- Stalking, harassing, or threatening any customer or visitor to these Services; or
- Collecting or storing personal information about any customer or visitor of these Services;
- Using any scheduling, communications, or transactional services on the Services in an abusive or improper manner or in any way that disrupts or impedes the intended use of such features by other users and/or providers.
We reserve the right to suspend, block, or cancel your account in the event that you engage in any of the prohibited conduct set forth above. You agree not to decompile or reverse engineer or otherwise attempt to discover any source code contained in the Services. Unless you receive explicit permission, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services.
- CONTENT AND REVIEWS.
- Subscriber Content. As a Subscriber, you may send to us for upload or post, or submit or upload directly to the Service and to your profile for public display and distribution text, files, images, audio, reviews, or other materials (collectively “Subscriber Content”). We agree that you or your licensors will retain all right, title, and interest in the Subscriber Content that you upload to your profile. You grant to us (i) a perpetual, non-exclusive license to display all such Subscriber Content on our Services or the websites of our partners, customers, and/or affiliates and to make edits to the Subscriber Content as required for formatting purposes and (ii) a perpetual, non-exclusive license to store all Subscriber Content on the back-end of our Services and to create archived back-up copies. You expressly warrant that you own all right, title, and interest in all such Subscriber Content, or in the alternative, that you have procured a valid license from the copyright owner of the Subscriber Content, which authorizes you to grant sublicenses to display, store, and back-up your Subscriber Content on our Services as set forth herein. If any photos contain images of any person, you warrant that you have obtained a release from such person expressly authorizing you to use their likeness on your member profile as set forth herein.
- User Content. As a User, you may send to us for upload or post, submit, or upload directly to the Service and your profile for public display and distribution text, files, images, audio, reviews, or other materials (collectively “User Content”). You are solely responsible for ensuring that all User Content you upload is appropriate; legal and not in violation of any federal, state, or local law or ordinance; is not obscene or pornographic; does not defame any third party; is not threatening or harassing; does not invade anyone’s privacy; is in compliance with HIPAA regulations; and is not otherwise objectionable.
- Reviews. Our Services offer functionality that allows End Users to rate healthcare providers who are listed on our Services and to provide written comments of their experiences (“Review(s)”) for public display, as well as functionality to permit Professional Users the opportunity to respond to any Reviews (“Responses”). Reviews submitted by End Users that were (a) collected through an authorized device on premises in a Professional User’s office, (b) collected online through a request initiated by a Professional User, or (c) collected after the End User requested an appointment with a Professional User through the Services may be considered “Verified Reviews” and indicated as such when displayed publicly. If you contribute a Review, you warrant and represent that you are a current or former patient of the medical professional you are reviewing, or the legal guardian of a current or former patient. If you contribute a Response, you warrant and represent that you are a current or former physician of the patient who posted the Review, or an agent of a current or former physician of the patient expressly provided with the authority to contribute a Response. In addition, if you submit an Review or Response, you warrant and represent your posting is appropriate and not defamatory, illegal, obscene, threatening, harassing, invasive of privacy, infringing of intellectual property rights or otherwise objectionable, and that any such review does not contain or constitute profanity, hate crimes, viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” When you post comments, Reviews, or Responses, please be cautious in what you post, as the Services and related website are a public forum, and any statement that you make or submit to us may be displayed publicly on that forum. In particular, you should not include any personally identifiable information in your review. Thus, including personally identifiable details like phone numbers, addresses, e-mail addresses, social security numbers, or any other such information is prohibited (“Objectionable Content”). We expressly prohibit the sharing of personal health information regarding any third party in any Review or Response. All postings should conform to HIPAA Privacy Rules. You warrant and represent that the Review or Response you post meets these Terms of Service. While our Services reserve the right not to publish or to remove Reviews or Responses that do not meet our policies, we are not responsible for pre-screening reviews before posting them. You are solely responsible for verifying the truth of all facts or statements that you provide to us. In the event that you see a Review or Response on our Services that contains Objectionable Content or is otherwise inappropriate, please notify us at [email protected], providing the URL of the page where the review is located and your concerns regarding the Services. We will then determine whether the Review in question violates our Review Guidelines or Terms of Service. We reserve the right in our sole discretion to remove for any reason any reviews at any time without notice. We comply with our partners’ terms of service, and we do not discourage or prohibit negative reviews or selectively solicit positive reviews from our customers. Unless specifically stated otherwise in writing, we do not independently endorse, review or recommend providers, products or services which are featured by advertisers on our Services.
OPERATION OF THE SERVICES. We use commercially reasonable efforts to maintain our Services and to keep them operating with high availability and free from bugs, errors, technical problems, or defects. If, at any time in the future, we identify any bugs, errors, technical problems, or defects, then we will promptly assign technicians to address and resolve the issue. If you become aware of an error, bug, or other technical problem, then you should notify us immediately of the incident and provide us with the following information:
- Description of the Incident. The specific sequence of events which generated the incident, and a full description;
- Description of Error Message. The exact wording of any error messages, if applicable; and
- Description of Discovery of Incident. Any special circumstances surrounding the discovery of the incident for which you are seeking technical support.
We cannot guarantee that your access to the Services will be uninterrupted, or that the Services will be available at all times. We can assume no liability or responsibility for any delay, interruption, or downtime. We use commercially reasonable efforts to ensure that our Services are protected from viruses and other destructive software, but we cannot guarantee that the Services will at all times be free from viruses. We urge you to use reasonable care in downloading information from the Services. We can assume no responsibility for any damage to computer equipment or other property that may result from the use of our Services or as a result of downloading from the Services. We reserve the right to discontinue operation of our Services at any time for any reason at our sole discretion, and to make modifications to the operation of the Services at any time at our sole discretion.
SMS (TEXT) MESSAGING & E-MAIL. Doctor.com does not engage in any activities that violate anti-spam laws and regulations including the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction). We do not violate industry standards, any third-party policies including all of the applicable guidelines published by the CTIA, the Mobile Marketing Association, or any other accepted industry associations, carrier guidelines (or any similar or analogous industry standards, third party policies or requirements in any other jurisdiction), or any usage requirements. By accepting these Terms of Service, you acknowledge that SMS/text messaging and e-mail are unencrypted, insecure means of communication. You further consent to allow us to communicate with you by SMS/text messaging and e-mail to be reminded of an appointment, to give feedback on your experience, to receive general health reminders/information, or for any other purpose related to your use of the Services. If at any time you provide e-mail or phone information at which you may be contacted, you consent to receiving appointment reminders, feedback and review requests, and other communications/information at that e-mail address or phone number.
- Dietary Supplements. We may have advertisers on our Services who manufacture or sell dietary supplements and make claims about the product they are selling. In such cases, the manufacturer is solely responsible for ensuring the accuracy and truthfulness of all such claims. The U.S. Food and Drug Administration (“FDA”) does not evaluate or approve dietary supplements or any advertising claims. In addition, please be advised that dietary supplements are not intended to diagnose, treat, cure or prevent any disease. If you are pregnant, nursing, diabetic, on medication, have a chronic medical condition, or are beginning a weight control program, please consult your physician before making any dietary changes. Also, please discontinue use immediately if any allergic reaction occurs. If you think that you have suffered a serious harmful effect or illness from a dietary supplement, you should contact or see your healthcare provider immediately. We then encourage you and your healthcare provider to report this problem to the FDA. Your health care provider can call FDA’s MedWatch hotline at 1-800-FDA-1088 and/or submit a report by fax to 1-800-FDA-0178 or via the FDA website at www.fda.gov. The MedWatch program provides a way for health care providers to report problems believed to be caused by FDA- regulated products such as drugs, medical devices, medical foods and dietary supplements. You, or anyone, may report a serious adverse event or illness directly to FDA if you believe it is related to the use of any of the above-mentioned products, by calling FDA at 1-800-FDA-1088, by fax at 1-800-FDA-0178 or reporting the problem via the FDA website at www.fda.gov FDA would like to know when you think a product caused you a serious problem, even if you are not sure that the product was the cause, or even if you do not visit a doctor or clinic. In addition to communicating with FDA on-line or by phone, you may use the postage-paid MedWatch form available from the FDA Web site.
- Weight Loss Products. We may have advertisers on our Services who manufacture or sell products designed for weight loss. You should always consult your physician or health care professional before starting any weight loss effort or regimen. We specifically warn minors, pregnant women, and individuals with any type of health condition to seek professional medical advice prior to initiating any form of weight loss effort or regimen, or to making any dietary changes. As with any health or fitness program, a sensible eating plan and regular exercise are required in order to achieve long-term weight loss.
- Pharmaceuticals and Biologics. We may have advertisers on our Services who manufacture or sell pharmaceuticals or biologics. You should always consult your physician to find out if using a pharmaceutical or biologic is right for you. Pharmaceuticals and biologics can pose risk and may have serious side effects for some patients. Also, certain pharmaceutical and biologics are not appropriate for use by all patients.
- Medical Device Products. We may have advertisers on our Services who manufacture or sell medical device products. You should always consult your physician to find out if using a medical device product is right for you. Medical devices can pose risks and may have serious side effects for some patients. Also, certain medical devices are not appropriate for use by all patients.
- Expert Endorsements. We may have advertisers on our Services who include expert endorsements in their advertisements. Any experts shown in an advertisement were retained solely by the advertiser to appear in the advertisement and may not be actual medical professionals.
- Specific Outcomes. If any of our advertisers provide any specific examples of outcomes on our Services, please be advised that we cannot guarantee a similar outcome in your case or the case of any third party. Outcomes are specific to the individuals depicted, cannot be guaranteed, and should not be considered typical.
INTELLECTUAL PROPERTY. We, our partner, affiliates, or our licensors shall retain all respective right, title, and interest in the marks, logos, codes, databases, Content, text, designs, photos, and other materials posted to our Services (“Intellectual Property”). Except as otherwise expressly stated herein, you may only display and view the Intellectual property posted to the Services, and you may not reproduce, display, distribute, create derivative works of, misappropriate, or otherwise use for any purpose any portion of our Services without the express written permission of us or our licensors as appropriate. Using the Intellectual Property on our Services on any other website or in any other services or product for any commercial purpose is expressly prohibited.
- INTELLECTUAL PROPERTY INFRINGEMENT COMPLAINTS. We respect the intellectual property rights of others. If you believe that content on Doctor.com violates your copyright(s), you may file a Digital Millennium Copyright Act (DMCA) notification to our registered DMCA agent by submitting your claim via any of the following methods:
- E-mail to [email protected].
- Postal Mail to 85 5th Ave, 7th Floor, New York, NY 10003 . In order for us to process your claim, please include supporting documentation to establish your rights by fully complying with the laws established by the DMCA, which, in summary include:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
WARRANTY. The use of our Services or your reliance on any of the foregoing shall be at your own risk. We can make no warranty that the Services will meet your needs or that their operation will be continuous, uninterrupted, bug-free, error-free, virus-free, free of defects, free of technical problems, or that any Content or information posted to the Services will not be deleted or lost due to any such issues. We also cannot make any warranties or representations that any service provider will honor a scheduled appointment or respond to an appointment request, or that any prospective patient who arranges for an appointment will keep that appointment. You solely assume all risks with respect to the scheduling and keeping of appointments. We expressly disclaim (a) any and all warranties regarding the accuracy, reliability, or timeliness of any matches to service providers that we make for you and (b) any and all warranties that any review posted to these Services will be posted in full compliance with the HIPAA Privacy Rule and any other applicable law or regulation. In addition, we do not screen or conduct background checks on medical professionals who are listed on our Services, nor can we make any endorsements or recommendations, and we cannot make any representation regarding the accuracy of any profiles, the quality of any work, or any evaluation of any medical professional’s skills. Your business dealings with any third party with whom you connect through the Services are solely between you and such third party. We can make no warranty about the products or services of any such third parties. You are solely responsible for conducting your own due diligence prior to entering into a business or doctor-patient relationship with any third party linked to you through our Services. You agree that we will not be responsible or liable for any loss, damage, or other liabilities incurred as a result of doing business with such third parties. You assume the sole risk of loss and liability in doing business with any third parties or service providers linked to these Services. In the event that you ever have a complaint against such third party, you should contact such third party directly regarding your issue.
- ACKNOWLEDGEMENT OF HIPAA OBLIGATIONS AND OTHER REGULATIONS. If you use our Services you acknowledge that federal regulations relating to the confidentiality of individually identifiable health information require covered entities to comply with the Standards for Privacy of Individually Identifiable Health Information (45 C.F.R. parts 160 and 164, subparts A and E)(“the Privacy Rule”) and for Security of electronic Protected Health Information (PHI) (45 C.F.R. parts 160, 162 and 164, subpart C) (“the Security Rule”), as that term is defined in section 164.501 of the Privacy Regulations, as promulgated by the U.S. Department of Health and Human Services(“HHS”) pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the American Recovery and Reinvestment Act of 2009 (pub. L. 111-5), Title XIII of Division A and Title IV of Division B (the “Health Information Technology for Economic and Clinical Health” or the HITECH Act”) and other applicable law.
- If you are a Covered Entity for which any part of Doctor.com’s Services provided to you constitute a Business Associate relationship, by using the Services you expressly have read, accept, and agree to be bound by the Health Platforms Business Associate Agreement available at https://www.doctor.com/baa, which constitutes part of these Terms of Service.
FEEDBACK; IDEA SUBMISSIONS. We are pleased to hear from you and we welcome your feedback. If you provide any feedback to us, you agree that all such feedback will not be subject to any obligation of confidentiality by us, and that we will not be liable for any use or disclosure of the feedback. Also, you agree that we may use any such feedback to make improvements to our Services at our sole discretion without any obligation to you. In the event that you submit any ideas to us, you grant to us an exclusive, perpetual, royalty-free, transferable, worldwide license with the right to grant sublicenses to use, display, copy, publish, republish, and to incorporate your idea into our Intellectual Property.
CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE OR SERVICES INCLUDING BUT NOT LIMITED TO DAMAGES THAT ARISE FROM YOUR INABILITY TO USE THE WEBSITE OR THE SERVICE; LOST PROFITS; LOST GOODWILL; LOST DATA; ANY INTERRUPTION, MODIFICATION, OR TERMINATION OF THE WEBSITE OR ANY SERVICE OR PART THEREOF; OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Our liability to you shall in no event exceed the total aggregate amount of $750 for all claims. Some jurisdictions do not allow the limitation of liability, so these limitations may not apply to you.
RELEASE OF CLAIMS. To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our officers, directors, employees, independent contractors, representatives, affiliates and agents and from any and all liability for claims, damages (actual and or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature arising from or in any way related to our Services. If applicable, you waive your rights under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true, and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
INDEMNIFICATION. You agree to indemnify and hold us and our officers, directors, subsidiaries, affiliates, successors, assigns, agents, service providers, suppliers and employees, harmless from any third party claim or demand arising from (a) Content you add to the Services; (b) your use of the Services; (c) your violation of the Terms of Service; (d) your breach of any of the representations and warranties herein; (e) your violation of any rights of another, including but not limited to any liability or expenses arising from any and all claims, demands, losses, damages, costs, expenses, suits, judgments, litigation costs, or reasonable attorney fees and court costs; or (f) your violation of any law, regulation, or guidelines imposed by any administrative body.
MISCELLANEOUS. You agree that we may assign these Terms of Service without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the Terms of Service, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Service is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Service, which are to remain in full force and effect. The Terms of Service constitute the entire agreement with you and us with respect to the subject matter set forth herein. The section headings and subheadings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect these Terms of Service. The Terms of Service constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us regarding your use of our Services.
GOVERNING LAW; DISPUTE RESOLUTION. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. All disputes with the Company arising under this Agreement shall be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association in New York by one arbitrator mutually agreed upon by you and us in accordance with the aforementioned Rules. The costs of arbitration, including administrative and arbitrators’ fees, shall be shared equally by you and us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review is sought, then the prevailing party shall be entitled to costs and reasonable attorney’s fees. All claims you bring against us or the Services must be resolved in accordance with this Section. All claims filed or brought against us contrary to the terms of this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys’ fees and costs for the improperly filed claim, provided that we have notified you in writing of the issue and you have failed to properly withdraw the claim.
CONTACT US. In the event that you have any questions about these Terms of Service, or that you need further assistance with respect to the access or use of the Services, please notify us through https://www.doctor.com/contact.
EFFECTIVE DATE. These Terms of Service were last modified on April 13, 2020.